EX-10.1



 Exhibit 10.1 

Execution Version 
 AMENDMENT NO.
1 TO 
 SECOND AMENDED & RESTATED CREDIT AGREEMENT 

AMENDMENT NO. 1 TO SECOND AMENDED & RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 18,
2015, is entered into by and among WILLIAMS PARTNERS L.P., a Delaware limited partnership (“Williams Partners”) (f/k/a Access Midstream Partners, L.P.), NORTHWEST PIPELINE LLC, a Delaware limited liability company
(“Northwest”), TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC, a Delaware limited liability company (“Transcontinental” and collectively with Williams Partners and Northwest, each a “Borrower” and
collectively, the “Borrowers”), CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the Required Lenders. Capitalized terms not otherwise defined in this Amendment have the
same meanings as specified in the Credit Agreement (as defined below). 
 PRELIMINARY STATEMENTS: 

(1) The Borrowers, the Administrative Agent and the Lenders from time to time party thereto entered into that certain Second
Amended & Restated Credit Agreement, dated as of February 2, 2015 (such Second Amended & Restated Credit Agreement, as in effect immediately prior to giving effect to this Amendment, the “Credit Agreement”).

 (2) The Borrower has requested that the Lenders approve certain amendments to the Credit Agreement, as set forth in this Amendment. 

(3) In accordance with Section 9.03 of the Credit Agreement, the Administrative Agent, the undersigned Required Lenders (hereinafter,
such undersigned Required Lenders, the “Consenting Lenders”) and the Borrowers have agreed, subject to the terms and conditions stated below, to amend the Credit Agreement as herein set forth. 

SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective as of the Effective Date (as defined below), hereby
amended as follows: 
 (a) Section 1.01 of the Credit is hereby amended by inserting the following definition into such section in the
correct alphabetical order: 
 ““ETE Contribution” means the “Contribution” as defined in the
Agreement and Plan of Merger dated as of September 28, 2015, as amended, as described in the filing by Williams on Form 8-K dated September 29, 2015.” 

(b) Section 1.01 of the Credit Agreement is hereby further amended by inserting the following definition into such section in the correct
alphabetical order: 
 ““ETE Merger” means the “Merger” as defined in the Agreement and Plan
of Merger dated as of September 28, 2015, as amended, as described in the filing by Williams on Form 8-K dated September 29, 2015.” 

(c) Section 1.01 of the Credit Agreement is hereby further amended by inserting the following definition into such section in the correct
alphabetical order: 







 ““Permitted Holders” means, (x) prior to the time of
consummation of the ETE Merger, Williams or any of its Subsidiaries, (y) substantially contemporaneously with the time of consummation of the ETE Merger and prior to the time of the ETE Contribution, Energy Transfer Corp. LP, a Delaware limited
partnership, or any of its Subsidiaries, and (z) from and after the time of the ETE Contribution, Energy Transfer Equity, L.P., a Delaware limited partnership, or any of its Subsidiaries.” 

(d) Section 1.01 of the Credit Agreement is hereby further amended by amending and restating clause (c) of the definition of
“Change in Control”, set forth therein, in its entirety, to read as follows: 
 “(c) any Person other than the
Permitted Holders becomes the Beneficial Owner, directly or indirectly, of 50% or more of the Voting Stock of the General Partner; or” 

(e) Section 6.07 of the Credit Agreement is hereby amended by amending and restating clause (a) thereof in its entirety, to read as
follows: 
 “(a) Leverage Ratio. WPZ shall not permit the ratio of Consolidated Indebtedness of WPZ as of the last day of any
fiscal quarter for which financial statements have been delivered pursuant to Section 5.01 to Consolidated EBITDA of WPZ for the four full fiscal quarters ending on such date to exceed the maximum ratio set forth below opposite such
fiscal quarter: 
  

					
	 Fiscal Quarter Ending
	  	Maximum
Leverage Ratio	 
	 December 31, 2015, March 31, 2016 and June 30, 2016
	  	 	5.75 to 1.00	  
	 September 30, 2016 and December 31, 2016
	  	 	5.50 to 1.00	  
	 March 31, 2017 and each fiscal quarter ending thereafter
	  	 	5.00 to 1.00	  

 provided, that with respect to any fiscal quarter ending on or after March 31, 2017, such maximum
ratio shall be 5.50 to 1.00 if any Borrower has made any Specified Acquisition in the one of the last three fiscal quarters of the four-fiscal quarter period ending on such date. 

For purposes of this Section 6.07(a): (A) Hybrid Securities up to an aggregate amount of 15% of Consolidated Total
Capitalization shall be excluded from Consolidated Indebtedness, (B) Consolidated EBITDA may include, at WPZ’s option, any Material Project EBITDA Adjustments as provided in the definition thereof and (C) once any Acquisition
Adjustment Period is in effect, the next succeeding Acquisition Adjustment Period may not commence until the termination of such Acquisition Adjustment Period then in effect.” 

SECTION 2. Reference to and Effect on the Loan Documents. 

(a) On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment. 

  
 2 








 (b) The Credit Agreement, as specifically amended by this Amendment, and the other Loan Documents
are, and shall continue to be, in full force and effect, and are hereby in all respects ratified and confirmed. 
 (c) Except as expressly
provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement or any other Loan Document, nor shall it
constitute a waiver of any provision of the Credit Agreement or any Loan Document. 
 (d) This Amendment is a Loan Document for the purposes
of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations and warranties under this Amendment may be a Default or Event of Default under other Loan Documents as provided therein. 

SECTION 3. Conditions of Effectiveness. This Amendment shall become effective as of the first date upon which each of the conditions
precedent set forth below in this Section 3 shall be satisfied or waived (such date, the “Effective Date”): 

(a) Amendment. The Administrative Agent shall have received a number of copies reasonably determined by the Administrative Agent of
counterparts of this Amendment executed by the Required Lenders (determined as of the date hereof) and each Borrower. 
 (b) Expenses;
Fees. The Borrowers shall have paid: 
 (i) to Barclays Bank PLC, as the arranger (in such capacity, the
“Arranger”) all out-of-pocket expenses of the Arranger (including the reasonable fees and expenses of a single external counsel for the Arranger) in connection with the negotiation, preparation and delivery of this Amendment for
which an invoice has been delivered to the Borrowers at least one Business Day prior to the date of this Amendment; 
 (ii)
to the Administrative Agent, all out-of-pocket expenses of the Administrative Agent (including the reasonable fees and expenses of a single external counsel for the Administrative Agent) in connection with the negotiation, preparation and delivery
of this Amendment for which an invoice has been delivered to the Borrowers at least one Business Day prior to the date of this Amendment; and 

(iii) to the Arranger such fees as may be separately agreed between the Borrowers and the Arranger. 

SECTION 4. Representations and Warranties. 

Each Borrower hereby represents and warrants, as of the Effective Date, that: 

(a) This Amendment has been duly executed and delivered by such Borrower and constitutes a legal, valid and binding obligation of such
Borrower, enforceable against such Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to the general principles of
equity, regardless of whether considered in a proceeding in equity or at law. 

  
 3 








 (b) The execution, delivery and performance by such Borrower of this Amendment do not contravene
(i) the Borrower’s organizational documents or (ii) any law or any restriction under any material agreement binding on such Borrower and will not result in or require the creation or imposition of any Lien prohibited by the Credit
Agreement. 
 SECTION 5. Execution in Counterparts. This Amendment may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or pdf shall be
effective as delivery of a manually executed counterpart of this Amendment. 
 SECTION 6. Governing Law. This Amendment shall be
construed in accordance with and governed by the law of the State of New York. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 4 








 IN WITNESS WHEREOF, the undersigned parties have caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed by their respective authorized officers as of the date first above written. 
  

			
	BORROWERS:
	
	WILLIAMS PARTNERS L.P.
	
	By: WPZ GP LLC, its general partner
		
	By:	 	 /s/ Peter S. Burgess

		 	Name: Peter S. Burgess
		 	Title: Treasurer
	
	NORTHWEST PIPELINE LLC
		
	By:	 	 /s/ Peter S. Burgess

		 	Name: Peter S. Burgess
		 	Title: VP and Treasurer
	
	TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC
		
	By:	 	 /s/ Peter S. Burgess

		 	Name: Peter S. Burgess
		 	Title: VP and Treasurer


 [SIGNATURE PAGE] 







 
			
	CITIBANK, N.A.,
	as Administrative Agent and as Lender
		
	By:	 	 /s/ Maureen Maroney

		 	Name: Maureen Maroney
		 	Title: Vice President


 [SIGNATURE PAGE] 







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 BANK OF AMERICA, N.A.,
 as
Lender

		
	By:	 	/s/ Ronald E. McKaig
		 	Name: Ronald E. McKaig
		 	Title: Managing Director


 [SIGNATURE PAGE] 







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 THE BANK OF NOVA SCOTIA,

as Lender

		
	By:	 	/s/ Alan Dawson
		 	Name: Alan Dawson
		 	Title: Director


 [SIGNATURE PAGE] 
  







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as Lender

		
	By:	 	/s/ Sherwin Brandford
		 	Name: Sherwin Brandford
		 	Title: Director


 [SIGNATURE PAGE] 
  







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 BARCLAYS BANK PLC,
 as
Lender

		
	By:	 	/s/ Craig J. Malloy
		 	Name: Craig J. Malloy
		 	Title: Director


 [SIGNATURE PAGE] 
  







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 BOKF NA DBA BANK OF OKLAHOMA,

as Lender

		
	By:	 	/s/ J. Nick Cooper
		 	Name: J. Nick Cooper
		 	Title: Vice President


 [SIGNATURE PAGE] 
  







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 COMPASS BANK,
 as
Lender

		
	By:	 	/s/ Kathleen J. Bowen
		 	Name: Kathleen J. Bowen
		 	Title: Managing Director


 [SIGNATURE PAGE] 
  







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

as Lender

		
	By:	 	/s/ Darrell Stanley
		 	Name: Darrell Stanley
		 	Title: Managing Director
		
	By:	 	/s/ Michael Willis
		 	Name: Michael Willis
		 	Title: Managing Director


 [SIGNATURE PAGE] 
  







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Lender

		
	By:	 	/s/ Nupur Kumar
		 	Name: Nupur Kumar
		 	Title: Authorized Signatory
		
	By:	 	/s/ Stefan Dickenmann
		 	Name: Stefan Dickenmann
		 	Title: Authorized Signatory


 [SIGNATURE PAGE] 
  







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 DEUTSCHE BANK AG NEW YORK BRANCH,

as Lender

		
	By:	 	/s/ Virginia Cosenza
		 	Name: Virginia Cosenza
		 	Title: Vice President
		
	By:	 	/s/ Ming K. Chu
		 	Name: Ming K. Chu
		 	Title: Vice President


 [SIGNATURE PAGE] 
  







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 DNB CAPITAL LLC,
 as
Lender

		
	By:	 	/s/ Asulv Tvelt
		 	Name: Asulv Tvelt
		 	Title: First Vice President
		
	By:	 	/s/ Andrea Ozbolt
		 	Name: Andrea Ozbolt
		 	Title: First Vice President


 [SIGNATURE PAGE] 
  







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 JPMORGAN CHASE BANK, N.A.,

as Lender

		
	By:	 	/s/ Muhammad Hasan
		 	Name: Muhammad Hasan
		 	Title: Vice President


 [SIGNATURE PAGE] 
  







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 MIZUHO BANK, LTD.,
 as
Lender

		
	By:	 	/s/ Leon Mo
		 	Name: Leon Mo
		 	Title: Authorized Signatory


 [SIGNATURE PAGE] 
  







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 MORGAN STANLEY BANK, N.A.,

as Lender

		
	By:	 	/s/ Dmitriy Barskiy
		 	Name: Dmitriy Barskiy
		 	Title: Authorized Signatory


 [SIGNATURE PAGE] 
  







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 PNC BANK, NATIONAL ASSOCIATION,

as Lender

		
	By:	 	/s/ M. Colin Warman
		 	Name: M. Colin Warman
		 	Title: Vice President


 [SIGNATURE PAGE] 
  







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 ROYAL BANK OF CANADA,
 as
Lender

		
	By:	 	/s/ Mark Lumpkin, Jr.
		 	Name: Mark Lumpkin, Jr.
		 	Title: Authorized Signatory


 [SIGNATURE PAGE] 
  







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 SCOTIABANC INC.,
 as
Lender

		
	By:	 	/s/ J.F. Todd
		 	Name: J.F. Todd
		 	Title: Managing Director


 [SIGNATURE PAGE] 
  







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 SUMITOMO MITSUI BANKING CORPORATION,

as Lender

		
	By:	 	/s/ Katsuyuki Kubo
		 	Name: Katsuyuki Kubo
		 	Title: Managing Director


 [SIGNATURE PAGE] 
  







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 SUNTRUST BANK,
 as
Lender

		
	By:	 	/s/ Carmen Malizia
		 	Name: Carmen Malizia
		 	Title: Director


 [SIGNATURE PAGE] 
  

 







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 TORONTO DOMINION (NEW YORK) LLC,

as Lender

		
	By:	 	/s/ Rayan Karim
		 	Name: Rayan Karim
		 	Title: Authorized Signatory


 [SIGNATURE PAGE] 
  







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 UBS AG, STAMFORD BRANCH,

as Lender

		
	By:	 	/s/ Houssem Daly
		 	 Name: Houssem Daly

		 	 Title: Associate Director

		
	By:	 	/s/ Denise Bushee
		 	Name: Denise Bushee
		 	Title: Associate Director


 [SIGNATURE PAGE] 
  

 







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 U.S. BANK NATIONAL ASSOCIATION,

as Lender

		
	By:	 	/s/ John Prigge
		 	Name: John Prigge
		 	Title: Vice President


 [SIGNATURE PAGE] 
  







 IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Second
Amended & Restated Credit Agreement to be executed and delivered by a duly authorized officer or other authorized signatory as of the date first written above. 

 

			
	 WELLS FARGO BANK, N.A.,

as Lender

		
	By:	 	/s/ Jeffrey Cobb
		 	Name: Jeffrey Cobb
		 	Title: Vice President


 [SIGNATURE PAGE]